EXHIBIT (d)(3)
KORN/FERRY INTERNATIONAL
PERFORMANCE AWARD PLAN
REPLACEMENT STOCK OPTION AGREEMENT
THIS REPLACEMENT STOCK OPTION AGREEMENT (the "Option Agreement") by
and between Korn/Ferry International, a Delaware Corporation (the "Company"),
and [[FIRST_NAME_]] [[LAST_NAME]] (the "Participant") evidences the nonqualified
stock option (the "Option") granted by the Company to the Participant as to the
number of shares of the Company's Common Stock first set forth below.
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Number of Shares of Common Stock /(1)/: [[Total_Grant]]
Exercise Price per Share /(1)/: $_________
Grant Date: [September 27, 2002]
Expiration Date /(2)/: [------------------]
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The Participant's Option(s) granted under this Agreement will vest
according to the schedule set forth below (the "Vesting Schedule").
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Date Extent of Vesting /(1)(2)/
[March 27, 2003]
[September 27, 2003]
[September 27, 2004]
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The Option is granted under the Korn/Ferry International Performance
Award Plan, as amended (the "Plan"), and subject to the terms and conditions
attached to this Option Agreement (incorporated herein by this reference) and in
the Plan. The Option has been granted to the Participant in addition to, and not
in lieu of, any other form of compensation otherwise payable or to be paid to
the Participant. The Option is not and shall not be deemed to be an incentive
stock option within the meaning of Section 422 of the Code. Capitalized terms
are defined in the Plan if not defined herein. The parties agree to the terms of
the Option set forth herein, and the Participant acknowledges receipt of a copy
of the Plan.
"PARTICIPANT" KORN/FERRY INTERNATIONAL,
a Delaware corporation
____________________________
Signature
____________________________ By: ____________________
Print Name Name: Xxxx X. Xxxxxxxx
_____________________________ Title: Executive Vice
Address President
_____________________________
City, State, Zip Code
/(1)/ Subject to adjustment under Section 6.2 of the Plan.
/(2)/ Subject to early termination if the Participant's employment terminates or
in certain other circumstances. See Sections 1.6, 6.2 and 6.3 of the Plan for
exceptions and additional details regarding possible early termination of the
Option.
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Replacement Stock
Option Agreement by Korn/Ferry International, the undersigned, the spouse of
[[FIRST_NAME]] [[LAST_NAME]], the Participant named therein, does hereby agree
to be bound by all of the terms and provisions thereof, the terms and conditions
attached thereto, and those set forth in the Plan.
__________________________________ ______________________
Signature of Spouse Date
__________________________________
Print Spouse's Name
DECLARATION BELOW TO BE COMPLETED BY UNMARRIED INDIVIDUALS
I, [[FIRST_NAME]] [[LAST_NAME]], the undersigned, hereby declare that
I am not married as of the date hereof.
_____________________________ __________________________
Name: [[FIRST_NAME]] [[LAST_NAME]] Date:
TERMS AND CONDITIONS OF OPTION
1. Vesting; Limits on Exercise.
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The Option will vest according to the Vesting Schedule set forth in the
Option Agreement, subject to any adjustments contemplated by Section 4 hereof.
No portion of the Option may be exercised until it has become vested. No Option
will be exercisable in any respect until six months after the initial Grant
Date, unless otherwise provided by the Committee.
. Exercisability. An Option is only exercisable to the extent to which
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it has vested. The Option shall vest and become exercisable in
percentage installments of the total number of shares of Common Stock
set forth in the Option Agreement.
. Cumulative Exercisability. To the extent that the Option is vested and
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exercisable, the Participant has the right to exercise the Option (to
the extent not previously exercised), and such right shall continue
until the earlier of the expiration or termination of the Option.
. No Fractional Shares. Fractional share interests shall be disregarded,
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but may be cumulated.
. Minimum Exercise. No fewer than 100 shares of Common Stock may be
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purchased at any one time, unless the number purchased is the total
number at the time exercisable under the Option.
2. Continuance of Employment Required; No Employment Commitment.
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The vesting schedule requires continued service through each applicable
vesting date as a condition to the vesting of the applicable installment of the
Option and the rights and benefits under this Option Agreement. Vesting will
only accelerate in the event of death or Total Disability, as provided in the
Plan. Partial service, even if substantial, during any vesting period will not
entitle the Participant to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of employment
or services as provided in Section 4 below or under the Plan.
Nothing contained in this Option Agreement or the Plan constitutes an
employment commitment by the Company, affects the Participant's status as an
employee at will who is subject to termination without cause, confers upon the
Participant any right to remain employed by the Company or any Subsidiary,
interferes in any way with the right of the Company or any Subsidiary at any
time to terminate such employment, or affects the right of the Company or any
Subsidiary to increase or decrease the Participant's other compensation.
The Participant waives all and any rights to compensation or damages in
consequence of the termination of employment or office with the Company or any
Subsidiaries for any reason insofar as those rights may arise from his ceasing
to have rights under or be entitled to exercise
/(1)/ Subject to adjustment under Section 6.2 of the Plan.
/(2)/ Subject to early termination if the Participant's employment terminates or
in certain other circumstances. See Sections 1.6, 6.2 and 6.3 of the Plan for
exceptions and additional details regarding possible early termination of the
Option.
this Option under the Plan as a result of such termination or from the loss of
diminution in value of such rights or entitlements.
3. Method of Exercise of Option.
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The Option shall be exercisable upon the delivery to the Company of the
following items:
. an executed Exercise Agreement to the Company (the "Exercise
Agreement");
. Payment in full for the Exercise Price of the shares to be purchased,
in cash by means of a check, or by electronic funds transfer to the
Company, or by certified or cashier's check payable to the order of
the Company, subject to such specific procedures or directions as the
Committee may establish;
. satisfaction of the tax withholding provisions contained within the
Plan; and
. any written statements or agreements required pursuant to Section 6.4
of the Plan.
4. Effect of Termination of Employment or Death.
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(a) Termination Generally. If the Participant's employment by either the
Company or any Subsidiary terminates for any reason (other than death or Total
Disability), the Option and all other rights and benefits under this Option
Agreement terminate except that the Participant may exercise the Option to the
extent the Option was exercisable on the Severance Date and has not otherwise
expired for a period of 3 months following the Severance Date.
(b) Termination upon death or Total Disability. If the Participant's
employment by either the Company or any subsidiary terminates as a result of the
death or Total Disability of the Participant, all options will accelerate and
become fully vested. The Participant, or the Participant's personal
representative or beneficiary, may exercise the Option, so long as it does not
otherwise expire, for a period of 12 months following the Severance Date.
5. Change in Subsidiary's Status; Leaves of Absence.
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(a) Termination of Subsidiary Status. If the Participant is employed by an
entity that ceases to be a Subsidiary, this event is deemed for purposes of this
Agreement to be a termination of the Participant's employment by the Company as
provided in Section 2.5 of the Plan.
(b) Leaves of Absence. Absence from work caused by military service,
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authorized sick leave or other leave approved in writing by the Company or the
Committee shall not be considered a termination of employment by the Company for
purposes of Section 4. However, the Participant's absence from work as
expressed in the preceding sentence may not be for a period more than 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
or law.
6. Non-Transferability.
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The Option and any other rights of the Participant under this Option
Agreement or the Plan are nontransferable and exercisable only by the
Participant, except as set forth in Section 1.9 of the Plan.
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7. Notices.
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Any notice to be given under the terms of this Option Agreement or the
Exercise Agreement shall be in writing and sent to the Company at its principal
office to the attention of the Director of Legal Services, and to the
Participant at the address given beneath the Participant's signature hereto, or
at such other address as either party may hereafter designate in writing to the
other. Any such notice shall be given only when received, but if the
Participant is no longer an Eligible Person, shall be deemed to have been duly
given by the Company when enclosed in a properly sealed envelope addressed as
aforesaid, registered or certified mail or sent by courier service, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States Government.
8. Plan.
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The Option and all rights of the Participant under this Option Agreement
are subject to, and the Participant agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference. In the event of
a conflict or inconsistency between the terms and conditions of this Option
Agreement and of the Plan, the terms and conditions of the Plan shall govern.
The Participant acknowledges receipt of a copy of the Plan and agrees to be
bound by the terms thereof. The Participant acknowledges reading and
understanding the Plan. Unless otherwise expressly provided in other sections
of this Option Agreement, provisions of the Plan that confer discretionary
authority on the Board or the Committee do not and shall not be deemed to create
any rights in the Participant unless such rights are expressly set forth herein
or are otherwise in the sole discretion of the Board or the Committee so
conferred by appropriate action of the Board or the Committee under the Plan
after the date hereof.
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9. Entire Agreement.
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This Option Agreement (together with the form of Exercise Agreement
delivered on the same date herewith) and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. The
Plan, this Option Agreement and the Exercise Agreement may be amended pursuant
to Section 6.6 of the Plan. Such amendment must be in writing and signed by the
Company. The Company may, however, unilaterally waive any provision hereof or
of the Exercise Agreement in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.
10. Governing Law; Limited Rights; Shareholder Approval.
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10.1. California Law. This Option Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
without regard to conflict of law principles thereunder.
10.2. Limited Rights. In accordance with Section 6.7 of the Plan, neither
the participant nor any other person entitled to exercise the Option shall have
any of the rights or privileges of a shareholder of the Company as to any shares
of Common Stock until the issuance and delivery to him or her of a certificate
evidencing the shares registered in his or her name. No adjustment will be made
for dividends or other rights as to a shareholder for which a record date is
prior to such date of delivery.
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11. Effect of Option Agreement.
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The Option Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company, except to the extent the Committee
determines otherwise.
12. Defined Terms.
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Capitalized terms used herein and not otherwise defined herein shall have
the meaning assigned by the Plan. The Option is not an Incentive Stock Option
under the Plan or the Code.
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Annex A
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[LOGO] UBS/PaineWebber [LOGO] KORN/FERRY INTERNATIONAL
Stock Option Cash Payment Exercise Form
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SECTION 1 - OPTIONEE INFORMATION
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Name Employee ID #
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Employment Status: Active [_] Terminated [_] Retired [_] Salary Continuation [_] Estate [_]
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Address
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City State Zip
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Home Phone Work Phone Fax
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E-Mail Address
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Tax Status Local [_] Regional Expatriate/Other Third Country National [_] US Third Country National
[_] US Expatriate National [_]
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___________________________________________________________________________________________________________
SECTION 2 - EXERCISE INFORMATION
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I elect to exercise the following stock options:
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A B A x B
Date of Grant Number of Shares $ Exercise Price / Share $ Total Purchase Price
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$ $
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$ $
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$ $
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$ $
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Total Number of Shares: Total Purchase Price: $
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SECTION 3 - CASH PAYMENT AUTHORIZATION
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______ Cash Payment. Enclosed is a check payable to UBS PaineWebber as payment of purchase
price for stock options exercised. I understand that payment to cover all option costs,
taxes and fees is due to UBS PaineWebber within five (5) business days of the exercise
date. If payment is not received within the prescribed time, shares may be liquidated to
cover the debit, in accordance with the applicable rules and regulations. A Late Payment
Interest (LPI) charge may result due to any delay of payment.
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______ Please debit my UBS PaineWebber account. Account Number: _______________________
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I understand that shares will be delivered to my UBS PaineWebber account unless I instruct otherwise.
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Optionee Signature Date
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___________________________________________________________________________________________________________
Remit To:
Fax: 0-000-000-0000 Telephone: 0-000-000-0000 or 000-000-0000
Regular Mail: UBS PaineWebber Overnight Mail: UBS PaineWebber
Corporate Employee Financial Services Corporate Employee Financial Services
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000 XXX Xxx Xxxxxxx, XX 00000-0000 XXX
To wire funds, please call UBS PaineWebber at 0-000-000-0000
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